Corporate Information

Mulpin Research Laboratories Limited – ACN: 154 714 011

Administration Head Office:

136 Burswood Road, Burswood, Western Australia 6100

+61 8 9490 8456

Accountant:

Burswood Partners CPA, 136 Burswood Road, Burswood, Western Australia 6100

Lawyer:

Standpoint Legal, Suite 2a / 197 Adelaide Terace, Perth, Western Australia 6100

Auditor:

RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia 6000

Corporate Governance

Mulpin Research Laboratories Limited (“Mulpin”) is committed to implementing strong and effective corporate governance, not only because it is required, but also because it makes good business sense and effectively serves Mulpin’s shareholders’ interests.

The Board is responsible for the corporate governance of the Company and the members of the Board recognise the need for the highest standards of behaviour and accountability. To this end, the Board has adopted sound practices of corporate governance.

A process of continuous disclosure has been adopted relevant to keeping Directors, management, shareholders and potential investors informed. The Company is cognisant of due diligence requirements in the event of a future merger, trade sale, takeover or listing on a recognised stock exchange.

The Board considers that the Company is not currently of a size nor are its affairs of such complexity to justify the establishment of separate Board committees.

Accordingly, all matters that may be capable of delegation to committees will be dealt with by the full Board. As such, the Directors are responsible for setting the strategic direction of the Company and establishing the policies of the Company. It is their responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders.

The Directors also address issues relating to internal control and the Company’s approach to risk management.

As Mulpin the company evolves the directors will periodically review the need for a dedicated Corporate Governance Officer. If appointed the Corporate Governance Officer will develop and monitor the Mulpin Corporate Governance policies including but not limited to;

  • Ownership Guidelines
  • Board and Management Effectiveness
  • Assessment Process
  • CEO Oversight
  • Orientation/Continuing Education
  • Independence of the Board
  • Stewardship
  • Communications
  • Financial Reporting
  • Governance
  • Operating Plan
  • Strategic Planning

Please direct all Corporate Governance enquiries to info@mulpin.com.

Audit Committee Chairman Position Description

  1. The Chairman of the Audit Committee will be appointed, serve and be removed at the pleasure of the Board.
  2. The Chairman of the Audit Committee will an independent director, as that term is defined in the then current laws applicable to the Corporation.
  3. In addition to fulfilling his or her duties as an individual director, the duties of the Audit Committee Chairman are to:
    • serve as the Audit Committee’s role model for responsible, ethical and effective decision making;
    • lead the Audit Committee in discharging all duties set out in the Audit Committee Mandate and as are delegated to the authority of the Audit Committee by the Board;
    • take reasonable steps to ensure that the Audit Committee members execute their duties pursuant to their Mandate;
    • manage the affairs of the Audit Committee to ensure that the Audit Committee is organized properly and functions effectively;
    • ensure that notice of all meetings of the Audit Committee are provided to the external auditor;
    • preside at, and together with the members of the Audit Committee, management, external auditors and advisors, as appropriate, call, schedule and prepare the agenda for each meeting of the Audit Committee, provided that if the Chair is not present, the Committee members shall choose a committee member to chair the meeting;
    • ensure that the Audit Committee has the ability to meet in closed sessions with the external auditors;
    • coordinate with the Chief Financial Officer, Corporate Secretary, management and the external auditors to ensure that:
      • documents are delivered to members in sufficient time in advance of Audit Committee meetings for a thorough review;
      • matters are properly presented for the member’s consideration at meetings;
      • the members have an appropriate opportunity to discuss issues at each meeting;
      • the members have an appropriate opportunity to question management, employees and the external auditors regarding financial results, internal controls, the collection of financial information and all other matters of importance to the Audit Committee; and
      • the members work constructively towards their recommendations to the Board;
    • communicate with each Audit Committee member to ensure that:
      • each member has the opportunity to be heard and participate in decision making; and
      • each member is accountable to the Audit Committee;
    • arrange for the preparation, accuracy and distribution of all minutes of the Audit Committee to:
      • members of the Audit Committee;
      • each member of the Board;
      • the external auditor; and
      • the Chief Executive Officer and Chief Financial Officer;
    • ensure that the Audit Committee, following each meeting:
      • reports to the Board regarding its activities, findings and recommendations; and
      • makes Committee information available to any director upon request; and
    • assist in maintaining effective working relationships between Audit Committee members, the Board, the Chief Executive Officer and Chief Financial Officer, external auditors, advisors, executive officers and management.

Audit Committee Mandate

  1. The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information that will be provided to shareholders of the Corporation and others, the systems of corporate financial controls that management and the Board have established and the audit process. More specifically, the purpose of the Audit Committee is to satisfy itself that:
    • The Corporation’s annual financial statements are fairly presented in accordance with generally accepted accounting principles and to recommend to the Board whether the annual financial statements should be approved.
    • The information contained in the Corporation’s quarterly financial statements, annual report to shareholders and other financial publications, such as management’s discussion and analysis, is complete and accurate in all material respects and to approve these materials.
    • The Corporation has appropriate systems of internal control over the safeguarding of assets and financial reporting to ensure compliance with legal and regulatory requirements.
    • The internal and external audit functions have been effectively carried out and that any matter that the internal or the independent auditors wish to bring to the attention of the Board has been addressed. The Audit Committee will also recommend to the Board the re-appointment or appointment of auditors and their remuneration.
  2. Following each annual meeting of shareholders of the Corporation, the Board shall appoint not less than three directors to serve on the Audit Committee, each of whom shall:
    • be independent as that term is defined in then current laws applicable to the Corporation; and
    • be financially literate as such term is defined in then current laws applicable to the Corporation.
  3. The Chairman of the Audit Committee shall be appointed by the Board and shall be independent as that term is defined in then current laws applicable to the Corporation.
  4. The Chairman of the Audit Committee shall be appointed by the Board and shall be independent as that term is defined in then current laws applicable to the Corporation.
  5. Any member of the Audit Committee may be removed or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director of the Corporation. Each member of the Audit Committee shall hold office until the close of the next annual meeting of shareholders of the Corporation or until the member resigns or is replaced, whichever first occurs.
  6. The Audit Committee will meet at least four times per year. The meetings will be scheduled to permit timely review of the interim and annual financial statements. Additional meetings may be held as deemed necessary by the Chairman of the Audit Committee or as requested by any member of the Audit Committee or by the internal or external auditors.
  7. If all members consent, and proper notice has been given or waived, a member or members of the Audit Committee may participate in a meeting of the Audit Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at that meeting.
  8. The Chairman of the Audit Committee appointed by the Board will, in consultation with management, the members of the Audit Committee and the internal and external auditors, determine the schedule, time and place of meetings, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members and other attendees with sufficient time for study prior to the meeting.
  9. A quorum for the transaction of business at all meetings of the Audit Committee shall be a majority of the members of the Audit Committee. Questions arising at any meeting shall be determined by a majority of votes of the members of the Audit Committee present.
  10. The Audit Committee may invite such directors, officers and employees of the Corporation as it may see fit from time to time to attend meetings of the Audit Committee and assist in the discussion and consideration of the business of the Audit Committee, but without voting rights.
  11. The Audit Committee shall keep regular minutes of proceedings and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board at such times as the Board may, from time to time, require.
  12. Supporting schedules and information reviewed by the Audit Committee will be available for examination by any director upon request to the Secretary of the Corporation.
  13. The Audit Committee shall choose as its secretary such person as it deems appropriate.
  14. The internal and external auditors shall be given notice of, and have the right to appear before and to be heard at, every regularly scheduled meeting of the Audit Committee, and shall appear before the Audit Committee when requested to do so by the Audit Committee.
  15. Subject to the powers and duties of the Board, the Board hereby delegates to the Audit Committee the following powers and duties to be performed by the Audit Committee on behalf of and for the Board:
    • Financial Reporting Control Systems The Audit Committee shall:
      • review reports from senior officers of the Corporation outlining any significant changes in financial risks facing the Corporation;
      • review any letters from the external auditors to management with respect to internal controls and the Corporation’s responses thereto;
      • annually review the Audit Committee Mandate;
      • review any new appointments to senior positions of the Corporation with financial reporting responsibilities; and
      • discuss with the external auditors the overall control environment and the adequacy of accounting system controls.
    • Interim Financial Statements The Audit Committee shall:
      • review the Corporation’s interim financial statements and related management discussion and analysis (“MD&A”) and provide to the Board a recommendation as to whether the interim financial statements and MD&A should be approved; and
      • review any interim earnings press release before it is publicly disclosed. (c) Annual Financial Statements and Other Financial Information
    • The Audit Committee shall: review any changes in accounting policies or financial reporting requirements that may affect the current year’s financial statements;
    • obtain summaries of significant transactions, and other potentially difficult matters whose treatment in the annual financial statements merits advance consideration;
    • obtain draft annual financial statements in advance of the Audit Committee meeting and assess, on a preliminary basis, the reasonableness of the financial statements in light of the analyses provided by officers of the Corporation;
    • review a summary provided by the Corporation’s legal counsel of the status of any material pending or threatened litigation, claims and assessments;
    • discuss the annual financial statements and the auditors’ report thereon in detail with officers of the Corporation and the auditors;
    • review the Corporation’s annual MD&A;
    • provide to the Board a recommendation as to whether the annual financial statements and MD&A should be approved;
    • review any annual earnings press release before it is publicly disclosed; and
    • review insurance coverage including directors’ and officers’ liability coverage;
    • Public Disclosure of Financial Information The Audit Committee shall:
    • ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in sections 14(b) and 14(c) above; and
    • periodically assess the adequacy of such procedures. (e) External Audit Terms of Reference, Reports, Planning and Appointment
    • To preserve the independence of the external auditor responsible for issuing an auditor’s report or performing other audit review or attest services for the Corporation, the Audit Committee shall:
    • review the audit plan with the external auditors;
    • discuss with the external auditors, without management present, matters affecting the conduct of their audit and other corporate matters;
    • recommend to the Board each year the retention or replacement of the external auditors; if there is a plan to change auditors, review all issues related to the change and the steps planned for an orderly transition; and evaluate the external auditor’s qualifications, performance and independence;
    • review the experience and qualifications of the senior members of the external auditors, ensure that the lead audit partner is replaced periodically in accordance with applicable law or audit practices, and that the audit firm continues to be independent;
    • review and pre-approve any engagements for non-audit services to be provided by the external auditor and its affiliates in light of the estimated fees and impact on the external auditor’s independence, subject to any de minimus exception allowed by applicable law, provided that the Audit Committee may delegate to one or more designated members of the Audit Committee the authority to pre- approve non-audit services and provided further that any non-audit services that have been pre-approved by any such delegate of the Audit Committee must be presented to the Audit Committee at its first scheduled meeting following such pre-approval;
    • review with management and with the external auditor:
      • any proposed changes in major accounting policies; the presentation and impact of significant risks and uncertainties; and
      • key estimates and judgements of management that may be material to financial reporting;
    • review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation in compliance with the requirements set out in section 2.4 of National Instrument 52-110;
    • ensure that the external auditor reports directly to the Audit Committee;
    • be directly responsible for overseeing the work of the external auditor engaged for the purposes of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting; and
    • annually review and recommend for approval to the Board the terms of engagement and the remuneration of the external auditor.
    • Procedure for Complaints regarding Accounting, Internal Controls or Auditing Matters The Audit Committee shall:
    • establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal controls or auditing matters; and
    • establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
  16. The Audit Committee shall report to the Board at its next regular meeting all such action it has taken since the previous report.
  17. The Audit Committee is empowered to investigate any activity of the Corporation and all employees are to co-operate as requested by the Audit Committee. The Audit Committee may retain persons having special expertise to assist it in fulfilling its responsibilities.
  18. The Audit Committee is authorized to request the presence at any meeting, but without voting rights, of a representative from the external auditors, senior management, internal audit, legal counsel or anyone else who could contribute substantively to the subject of the meeting and assist in the discussion and consideration of the business of the Audit Committee, including directors, officers and employees of the Corporation.
  19. The Audit Committee is responsible to review on a regular basis and at its discretion make recommendations to the Board regarding confirmation of or changes to be made to its Mandate and the position description of its Chairman.
  20. The Audit Committee has the power, at the expense of the Corporation, to retain, instruct, compensate and terminate independent advisors to assist the Audit Committee in the discharge of its duties.
  21. The timetable below outlines the Audit Committee’s schedule of activities during the year.
    • Meeting Timing
      • March
      • May
      • August
      • November
    • Agenda Items
      • Financial Reporting Control Systems
      • Review reports from senior officers outlining changes in financial risks.
      • Review management letter of external auditors and Corporation’s responses to suggestions made.
      • Review the Audit Committee Mandate
      • Review any new appointments to senior positions with financial reporting responsibilities
      • Obtain assurance from both internal and external auditors regarding the overall control environment and the adequacy of account system controls.
      • Interim Financial Statements
      • Review Interim financial statements with officers of the Corporation and approve prior to their release.
      • Review narrative comment accompanying interim financial statements.
      • Review interim earnings press release, if any
      • Annual Financial Statements and Other Financial Information
      • Review any changes in accounting policies or financial reporting requirements that may affect the current year’s financial statements
      • Obtain summaries of significant transactions, and other potentially difficult matters whose treatment in the annual financial statements merits advance consideration.
      • Obtain draft annual financial statements in advance of the X Audit Committee meeting and assess, on a preliminary basis, the reasonableness of the financial statements in light of the analyses provided by officers of the Corporation.
      • Review a summary of the status of any material pending or threatened litigation, claims and assessments.
      • Discuss the annual financial statements and the auditors’ X report thereon in detail with officers of the Corporation and the auditors.
      • Review the annual report and other annual financial reporting documents.
      • Provide to the Board a recommendation as to whether the annual financial statements should be approved.
      • Review annual earnings press release, if any
      • Review insurance coverage.
      • External Audit Terms of Reference, Reports, Planning and Appointment
      • Review the audit plan with the external auditors.
      • Discuss in private with the external auditors matters affecting the conduct of their audit and other corporate matters.
      • Recommend to the Board the retention or replacement of the external auditors. If there is a plan to change auditors, review all issues related to the change and the steps planned for an orderly transition.
      • Review and recommend for approval to the Board the terms of engagement and the remuneration of the external auditor

Board Of Directors Mandate

  1. The Board of Directors (the “Board”) is responsible for:
    • stewardship of the Corporation;
    • supervising the management of the business and affairs of the Corporation; and
    • providing leadership to the Corporation by practicing responsible, sustainable and ethical decision making.
  2. Legal Obligations - The Board has the responsibility to:
    • act honestly and in good faith with a view to the best interests of the Corporation;
    • exercise the care, diligence and skill that a reasonably prudent Board would exercise in comparable circumstances; and
    • direct management to ensure legal, regulatory and exchange requirements applicable to the Corporation have been met.
  3. Board Composition - A majority of the members of the Board will, at all times, be independent directors as defined in then current laws applicable to the Corporation.
  4. To be considered for nomination and election to the Board, directors must demonstrate an appropriate mix of skills, knowledge and experience in business and a history of achievement. Directors are required to commit the requisite time for all of the Board of Directors’ business and will demonstrate integrity, accountability and informed judgement.
  5. In the event that the Chairman of the Board is not an independent director, as defined in then current laws applicable to the Corporation, the Board may appoint a lead director to act as the effective leader of the Board and to ensure that the Board’s agenda will enable it to successfully carry out its duties.
  6. Board Meetings - The Board is responsible to:
    • meet either in person, or by telephone conference call, at least once each quarter and as often thereafter as required to discharge the duties of the Board;
    • hold meetings of the independent directors, if necessary, without management and non-independent directors present; and
    • comply with the position description applicable to individual directors.
  7. Committees of the Board - The Board is responsible to:
    • establish such Committees of the Board as are required by applicable law and as are necessary to effectively discharge the duties of the Board;
    • appoint directors to serve as members of each Committee;
    • appoint a Chairman of each Committee to:
      • provide leadership to the Committee;
      • manage the affairs of the Committee; and
      • ensure that the Committee functions effectively in fulfilling its duties to the Board and the Corporation; and
    • receive and consider reports and recommendations of each Committee, in particular:
      • Audit Committee reports and recommendations, particularly with respect to the Corporation’s annual audit; and
      • Compensation Committee recommendations regarding corporate goals and objectives, Board assessments and compensation.
  8. Supervision of Management - The Board is responsible to:
    • select and appoint the Chief Executive Officer, and with the assistance of the Compensation Committee, establish Chief Executive Officer goals and objectives and evaluate Chief Executive Officer performance;
    • assist the Chief Executive Officer to select and appoint executive officers, establish executive officers’ goals and objectives and monitor their performance; and
    • maintain a succession plan for the replacement of the Chief Executive Officer and other executive officers.
  9. Governance - The Board is responsible to:
    • annually review and either approve or require revisions to the Mandates of the Board and each Committee, position descriptions, the Code of Business Conduct and Ethics (the “Code”) and all other policies of the Corporation (collectively the “Governance Documents”);
    • take reasonable steps to satisfy itself that each director, the Chief Executive Officer and the executive officers are:
      • performing their duties ethically;
      • conducting business on behalf of the Corporation in accordance with the requirements and the spirit of the Governance Documents;
      • fostering a culture of integrity throughout the Corporation; and (c) arrange for the Governance Documents to be publicly disclosed.
  10. Communications - The Board is responsible to review and consider the implementation of a disclosure policy which provides for disclosure and communications practices governing the Corporation.
  11. Waivers & Conflicts - The Board is responsible for:
    • reviewing departures from the Code;
    • providing or denying waivers from the Code; and
    • reviewing the necessity for making any filings required by securities laws in connection with departures from the Code.
  12. Strategic Planning - The Board, together with management of the Corporation, has the duty to adopt a strategic planning process and to approve, as required, a strategic plan which takes into account, among other things, the opportunities and risks of the business.
  13. Risk Management - The Board has the duty to:
    • adopt a process to identify the principal risks of the Corporation’s business and ensure the implementation of appropriate systems to manage these risks; and
    • together with the Audit Committee, ensure policies and procedures are in place and are effective to maintain the integrity of the Corporation’s:
      • disclosure controls and procedures;
      • internal controls over financial reporting;
      • management information systems; and
      • auditing and accounting principles and practices.
  14. Financial Management - The Board has the duty to:
    • review, and on the advice of the Audit Committee, approve, prior to their public dissemination:
      • annual and interim financial statements and notes thereto;
      • the annual and interim managements’ discussion and analysis of financial condition and results of operations;
      • relevant sections of the annual report, annual information form and management information circular containing financial information;
      • forecasted financial information and forward looking statements; and
      • all press releases and other documents in which financial statements, earnings forecasts, results of operations or other financial information is disclosed; and
    • approve dividends and distributions, material financings, transactions affecting authorized capital or the issue and repurchase of shares and debt securities, and all material divestitures and acquisitions.
  15. Materials - The Board has access to all books, records, facilities and personnel of the Corporation necessary for the discharge of its duties.
  16. Advisors -

Chairman Of The Board Position Description

  1. The Chairman will be a member of the board of directors and will be appointed, serve and be removed at the pleasure of the Board.
  2. Duties of the Chairman - In addition to fulfilling his duties as an individual director, the duties of the Chairman are to:
    • serve as the Board’s role model for responsible, ethical and effective decision making;
    • provide leadership to the Board;
    • manage the affairs of the Board to ensure that the Board is organized properly and functions effectively;
    • take reasonable steps to ensure that members of the Board execute their duties pursuant to their Mandate;
    • preside at, or request the Chief Financial Officer or other executive officer to preside at, call and schedule each meeting of the Board;
    • coordinate with management and the Corporate Secretary to ensure that:
      • documents are delivered to directors in sufficient time in advance of Board meetings for a thorough review;
      • matters are properly presented for the Board’s consideration at meetings;
      • the Board has an appropriate opportunity to discuss issues at each meeting; and
      • the Board has an appropriate opportunity to question executive officers, management, employees, external auditors, experts and advisors regarding any and all matters of importance to the Board and the Corporation;
    • communicate with each Board member to ensure that:
      • each director has the opportunity to be heard and participate in decision making; and
      • each director is accountable to the Board and to each Committee on which he or she serves.
    • arrange with the Corporate Secretary for the preparation, accuracy and distribution of all minutes of the Board;
      • ensure that each Committee of the Board, following their meetings:
      • reports to the Board regarding their activities, findings and recommendations; and
      • makes Committee information available to any director upon request; and
    • assist in maintaining effective working relationships between Board members, external auditors, experts, advisors, executive officers and management.

Chief Executive Officer Position Description

  1. The Chief Executive Officer will be appointed, serve and be removed at the pleasure of the Company’s board of directors (the “Board”).
  2. Primary Duties of the Chief Executive Officer - The duties of the Chief Executive Officer, as set out hereunder, are to:
    • serve as the Company’s role model for responsible, ethical and effective decision making;
    • provide the Company with executive leadership and operational management;
    • with respect to strategic leadership:
      • formulate the Company’s strategic plan;
      • present the Company’s goals and strategic plan to the Board for their approval;
      • update the Board regarding the Company’s progress in reaching the approved goals and deploying the approved strategic plan;
      • implement capital and operating plans to support the strategic plan;
      • update the Board regarding operational and financial matters relevant to the Company;
      • advise the Board of the Company’s resources, industry and regulatory constraints and opportunities;
      • identify the risks of the strategy and suggest systems to manage such risks;
    • with respect to financial leadership, together with the Chief Financial Officer:
      • propose capital commitment and expenditure budgets for approval by the Board;
      • develop operating forecasts for revenues, expenditures, operational results and financial performance;
      • authorise the commitment of funds and corporate resources to fulfilling contracts, transactions and arrangements in the ordinary course of business and as approved by the Board; and
      • take reasonable steps to ensure that the Company’s assets are safeguarded and optimized in the best interests of shareholders;
    • with respect to administrative leadership, together with the Chief Financial Officer:
      • develop and maintain an effective organizational structure;
      • establish clear responsibilities for individuals within the organizational structure;
      • establish a succession plan for senior management including the appointment, training and monitoring of senior management;
    • with respect to governance leadership, take reasonable steps to:
      • ensure that the Company and the executive officers are practicing responsible, ethical and effective decision making;
      • ensure that the Company and the executive officers are promoting a corporate culture that promotes ethical practices, integrity, accountability and social responsibility;
      • establish effective control mechanisms for the Company’s operations to ensure the integrity of the Company’s internal control and management information systems; and
      • ensure that all operations and activities of the Company are conducted in compliance with applicable laws, regulations, exchange requirements, governance documents approved by the Board, policies, the Code of Business Conduct and Ethics and sound business practices;
    • with respect to public leadership, act as the principal spokesperson for the Company and oversee interactions between the Company, the public, investors, regulators and the media;
    • with respect to management, and with the assistance of the Board:
      • delineate management’s responsibilities; and
      • annually determine the goals and objectives to be made by management in the performance of their duties; and
    • provide the Company with quarterly and annual certifications, in the form required by the then current laws applicable to the Company, in connection with the filing of the Company’s annual and interim financial statements and the management’s discussion and analysis in connection therewith.

Code of Business Conduct & Ethics

  1. The purpose of this Code of Business Conduct and Ethics (the “Code”) is to provide written conduct guidelines designed to promote integrity and deter wrongdoing, protect the Corporation’s business and reputation, protect the Corporation from financial loss and legal liability and address:
    • compliance with applicable laws, rules or regulations;
    • conflicts of interest including transactions and agreements in which directors or officers have a material interest;
    • protection and proper use of corporate assets and opportunities;
    • confidentiality of corporate information;
    • fair dealing with the Corporation’s securityholders, customers, suppliers, competitors and employees; and
    • reporting of illegal and unethical behaviour.
  2. The Code applies to all directors, officers, management and employees of the Corporation and each individual is responsible to ensure his or her conduct is consistent with the letter and the spirit of the Code.
  3. The Code, in providing guidance for acceptable behaviour, does not replace existing policies of the Corporation and does not describe every specific act that is considered unacceptable.
  4. Compliance - All directors, officers, management and employees of the Corporation are required, in the discharge of their duties and while on or using the property of the Corporation, to comply with all applicable laws, rules, regulations, policies and governance policies adopted by the Corporation.
  5. Director & Officer Conflicts of Interest - Each director and officer who has a material interest of any kind in any existing or proposed transaction or agreement with the Corporation is required to abide by the disclosure requirements, including by taking the following steps:
    • disclosing the nature and extent of his or her interest to the board of directors (the “Board”) at the meeting at which a proposed contract or transaction in which the director or officer has an interest is first considered or at the first meeting after the director or officer becomes interested;
    • upon the request of the Board upon it being advised of the conflict, excusing him or herself from all Board or Committee deliberations in respect of the existing or proposed transaction or agreement;
    • abstaining from voting in respect of the existing or proposed transaction or agreement in which the director or officer has a material interest; and
    • abiding by all of the requirements set out.
  6. Conflicts of Interest - Directors, officers, management and employees are not permitted to take steps contrary to the best interests of the Corporation and each member of management and employee shall conduct their business affairs in a manner that ensures their private or personal interests do not conflict with the interests of the Corporation, including conflicts relating to personal, financial or other gain.
  7. Prior to acknowledging compliance with the Code, and at any time when a conflict arises, directors, officers, management and employees are required to report in writing their existing or potential conflicts of interest to the Chairman of the Audit Committee.
  8. Time & Attention - During business hours, management and employees of the Corporation are required to devote adequate time and attention to the Corporation and no outside activities, business or secondary employment is permitted during business hours.
  9. Proprietary Information - Information stored, processed and used by the Corporation, including and not limited to information regarding the Corporation’s customers, suppliers, business contracts, employees and technical operations, is proprietary, must be kept confidential and may not be released or used for personal gain.
  10. Accounting and Financial Reporting - Individuals must comply with the Corporation’s accounting, reporting and internal control procedures and are forbidden to forge, falsify or leave out information which may mislead auditors or other internal or external reviewers of the Corporation’s documents, financial or otherwise.
  11. Expense Reports - Individuals must submit accurate expenses reports in respect of items and activities that are purchased for the Corporation’s business.
  12. Electronic Communications - The Corporation’s electronic communications (including email and voicemail) are for use in pursuit of the Corporation’s business and while limited use for personal purposes is permitted, such use is not private or confidential and the contents of such information may be accessed by the Corporation and others without the prior consent of the individuals who have used the electronic communications.
  13. The Corporation’s electronic communications may not be used:
    • for sending communications that mask the sender’s identity;
    • using another individual’s password to access technological resources;
    • for generating, sending or saving offensive or illegal material;
    • for copying or distributing copyrighted material; or
    • for installing copyrighted material.
  14. Document Retention - Individuals are required to inform themselves and comply with the Corporation’s document retention requirements in compliance with applicable law.
  15. If litigation or an investigation involving the Corporation is pending, individuals are prohibited from modifying or destroying relevant documents or records, including personal files and electronic records, and doing so may result in prosecution.
  16. Health, Safety, and the Environment - Each individual is responsible for working safely and complying with all of the Corporation’s health, safety and environment rules and protocols at all times.
  17. The following behaviours, while at the Corporation’s premises or in the conduct of business on behalf of the Corporation, are unacceptable:
    • threats, violence, intimidation, assault, harassment;
    • the possession, use or distribution of illegal firearms, weapons and explosives;
    • the use, sale, possession, distribution, manufacture or presence in the body of illegal drugs, inhalants or alcohol;
    • the destruction or pollution of the Corporation’s property or neighbouring property.
  18. If evidence supports a reasonable suspicion of the use, possession or distribution of prohibited items, the Corporation reserves the right to conduct searches on the Corporation’s premises and in property belonging to the Corporation.
  19. Discrimination & Harassment - Individuals engaged in service to the Corporation are forbidden to discriminate against or harass directors, officers, management, employees, consultants, advisors, customers or suppliers to the Corporation.
  20. Individuals who discover workplace discrimination or harassment are required to report such activity to the human resources department or to the Chairman of the Audit Committee.
  21. The Corporation prohibits retaliation in any form against individuals who advise of discrimination or harassment, or who file a complaint, testify, assist or participate in any investigation by the Corporation or any government agency.
  22. Gifts and Entertainment - Directors, officers, management and employees may give and receive reasonable gifts and participate as hosts and guests in entertainment provided:
    • there is no requirement or appearance of impropriety or obligation; and
    • the gift or entertainment does not violate the law, standards of business conduct or this Code.
  23. Contractors and Suppliers - The Corporation requires its employees to evaluate contractors and suppliers products and services on the basis of its quality, reliability, service, price and delivery and prohibits purchases to be made on the basis of personal relationships or the opportunity for personal or financial gain.
  24. Employees must respect the terms of supplier and contractor contracts and safeguard confidential information received from suppliers and contractors.
  25. Competitors - Information regarding competitors must be obtained legally and directors, officers, management and employees are prohibited from obtaining competitor information through illegal means including information acquired during a prior employment relationship or through breaching the terms of a confidentiality agreement.
  26. Fair Dealing - Ethical behaviour requires the observance of reasonable commercial standards of fair dealing.
  27. Communications - Individuals who are not designated as spokespersons by the Board, or otherwise authorized by the Board or executive officers to represent the Corporation, are required to decline to respond when contacted by other companies, government agencies or individuals regarding the business of the Corporation and are required to report such requests for information, and any subpoena to testify, directly to the Board.
  28. Individuals who are designated as spokespersons by the Board, or otherwise authorized by the Board or executive officers to represent the Corporation, are required to ensure that all information they provide is truthful and accurate and must ensure that their oral and written comments are not intended to mislead.
  29. Reporting - Directors, officers, management and employees are required, and all other individuals doing business with the Corporation are encouraged, to report violations of the Code to the Chairman of the Audit Committee and may do so anonymously, in accordance with the Corporation’s Whistleblower Policy.
  30. Retaliation - The Code prohibits retaliation by the Corporation, its directors, officers, management and employees against complainants who raise concerns in good faith.
  31. Any individual who believes that he or she has been the subject of retaliation should contact the Chairman of the Audit Committee who has the power to investigate and recommend resolution of complaints involving retaliation.
  32. Consequences - Individuals may face disciplinary action if they violate the Code or assist others to violate the Code, condone or fail to report violations of the Code or retaliate against any individual who reports a Code violation.
  33. Waivers - The Code may be waived for directors and officers only upon approval by the Board.
  34. Questions - The independent directors may be contacted with concerns and questions regarding the Corporation by email at ethics@mulpin.com who will provide contact information for the remainder of the independent directors upon request.

Compensation Committee Chairman Position Description

  1. The Chairman of the Compensation Committee will be appointed, serve and be removed at the pleasure of the Board.
  2. The Chairman of the Compensation Committee will an independent director, as that term is defined in the then current laws applicable to the Corporation.
  3. Duties of the Compensation Committee Chairman - In addition to fulfilling his or her duties as an individual director, the duties of the Compensation Committee Chairman are to:
    • serve as the Compensation Committee’s role model for responsible, ethical and effective decision making;
    • lead the Compensation Committee in discharging all duties set out in the Compensation Committee Mandate and as are delegated to the authority of the Compensation Committee by the Board;
    • take reasonable steps to ensure that the Compensation Committee members execute their duties pursuant to their Mandate;
    • manage the affairs of the Compensation Committee to ensure that the Compensation Committee is organized properly and functions effectively;
    • preside at, and together with management and the members of the Compensation Committee as appropriate, call, schedule and prepare the agenda for each meeting of the Compensation Committee, provided that if the Chair is not present, the Compensation Committee members shall choose a Compensation Committee member to chair the meeting;
    • coordinate with the Corporate Secretary, management and advisors engaged by the Compensation Committee to ensure that:
      • documents are delivered to members in sufficient time in advance of Compensation Committee meetings for a thorough review;
      • matters are properly presented for the Compensation Committee’s consideration at meetings;
      • members have an appropriate opportunity to discuss issues at each meeting;
      • members have an appropriate opportunity to question management, employees and advisors regarding compensation issues and all other matters of importance to the Compensation Committee; and
      • members work constructively towards their recommendations to the Board;
    • communicate with each member of the Compensation Committee to ensure that:
      • each member has the opportunity to be heard and participate in decision making; and
      • each member is accountable to the Compensation Committee;
    • arrange for the preparation, accuracy and distribution of all minutes of the Compensation Committee to its members and advisors, as appropriate;
      • ensure that the Compensation Committee, following each meeting:
      • reports to the Board regarding its activities, findings and recommendations; and
      • makes Compensation Committee information available to any director upon request; and
    • assist in maintaining effective working relationships between Compensation Committee members, the Board, the Chief Executive Officer, advisors, executive officers and management.

Compensation Committee Mandate

  1. The purpose of the Compensation Committee is to:
    • review and approve corporate goals and objectives relevant to Chief Executive Officer and director performance and evaluate performance to determine compensation;
    • make recommendations to the Board regarding compensation including incentive and equity-based compensation plans; and
    • review director and executive officer compensation disclosure prior to its public disclosure.
  2. Composition and Process - Following each annual meeting of shareholders of the Corporation, the Board shall appoint not less than three directors to serve on the Compensation Committee, each of whom shall be independent as that term is defined in then current laws applicable to the Corporation.
  3. The Chairman of the Compensation Committee shall be appointed by the Board and shall be independent as that term is defined in then current laws applicable to the Corporation.
  4. Any member of the Compensation Committee may be removed or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director of the Corporation. Each member of the Compensation Committee shall hold office until the close of the next annual meeting of shareholders of the Corporation or until the member resigns or is replaced, whichever first occurs.
  5. If all members consent, and proper notice has been given or waived, a member or members of the Compensation Committee may participate in a meeting of the Compensation Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at that meeting.
  6. The Compensation Committee is responsible to meet as often as required to discharge its duties.
  7. The Chairman of the Compensation Committee appointed by the Board will, in consultation with management and the members of the Compensation Committee, determine the schedule, time and place of meetings, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members and other attendees with sufficient time for study prior to the meeting.
  8. A quorum for the transaction of business at all meetings of the Compensation Committee shall be a majority of the members of the Compensation Committee. Questions arising at any meeting shall be determined by a majority of votes of the members of the Compensation Committee present.
  9. The Compensation Committee may invite such directors, officers and employees of the Corporation as it may see fit from time to time to attend meetings of the CompensationCommittee and assist in the discussion and consideration of the business of the Compensation Committee, but without voting rights.
  10. The Compensation Committee shall keep regular minutes of proceedings and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board at such times as the Board may, from time to time, require.
  11. The Compensation Committee shall choose as its secretary such person as it deems appropriate.
  12. The Compensation Committee has the authority to delegate authority to individuals or sub- Committees of the Compensation Committee.
  13. Duties and Responsibilities - Subject to the powers and duties of the Board, the Board hereby delegates to the Compensation Committee the following powers and duties to be performed by the Compensation Committee on behalf of and for the Board:
    • in making all compensation recommendations to the Board, the Compensation Committee shall take into consideration:
      • the duties of each individual, his or her past service and continuing responsibilities;
      • the position or job description of individuals, their short and long-term objectives, goals and performance measurement indicators;
      • the Corporation’s performance and shareholder returns; and
      • the form and amount of compensation awarded by comparable companies and competitors; and
    • make recommendations to the Board, taking into account any evaluations the Compensation Committee feels are necessary, regarding:
      • the amount and form of compensation to award to directors, the Chairman of the Board and the Chairman of each committee;
      • proposals for the compensation of executive officers and management, including salary, bonus, options, perquisites, retirement allowances and all other forms of proposed compensation;
      • all incentive and equity-based compensation plans and all proposed grants of securities under such plans;
      • the approval of agreements relating to employment, consulting and management to be entered into by the Corporation and senior management;
      • employee benefit and retirement plans; and
    • review the disclosure with respect to compensation matters contained in the Corporation’s annual management information circular and provide to the Board a recommendation as to whether such disclosure should be approved.
  14. Reporting - The Compensation Committee is responsible, following each meeting, to report to the Board regarding its activities, findings and recommendations.
  15. Governance - The Compensation Committee is responsible to annually review, and in its discretion make recommendations to the Board regarding confirmation of or changes to be made to its Mandate and the position description of its Chairman.
  16. Advisors - The Compensation Committee has the power, at the expense of the Corporation, to retain, instruct, compensate and terminate independent advisors to assist the Compensation Committee in the discharge of its duties.

Whistle Blower Policy

The Audit Committee (the “Audit Committee”) of the Board of Directors of the Corporation is responsible under Australian securities laws for the integrity of the financial reporting of the Corporation and for the system of internal controls, the audit process and monitoring compliance with the financial reporting laws applicable to the Corporation and to all other corporations, trusts, partnerships or other entities which may be established by the Corporation (the “Other Entities”). The integrity of the financial information of the Corporation is of paramount importance to the Committee and to the Board of Directors.

The “Audit Committee” has outlined certain aspects of audit committee responsibility and the Audit Committee understands the importance of the responsibilities and intends to be in compliance with such responsibilities. One such responsibility relates to the implementation of procedures for addressing complaints regarding questionable accounting or auditing matters.

This document outlines the procedure which the Committee is establishing for the confidential, anonymous submission by employees of the Corporation and the Other Entities of any concerns which applicable individuals may have regarding questionable accounting or auditing matters.

Applicable individuals are encouraged to submit all good faith concerns and complaints in respect of the accuracy and integrity of the Corporation’s accounting, auditing and financial reporting, without fear of retaliation of any kind. If an applicable individual has any concerns about accounting, audit, internal controls or financial reporting matters which he or she considers to be questionable, incorrect, misleading or fraudulent, the applicable individual is urged to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of the relevant complaint or concern.

The applicable individual may report the matter to the appropriate supervisor or, alternatively, to the Chairman of the Audit Committee, by e-mail at info@mulpin.com (the “Designated Contact”).

Procedure for Reporting Concerns:

The applicable individual should describe his or her concern in writing and should include sufficient information to allow the Audit Committee to understand and review the written concern. If the applicable individual wishes to remain anonymous, the written communication should clearly indicate this wish for anonymity. All concerns should be forwarded to the Designated Contact, at the address noted above, in a sealed envelope labelled as follows:

“To be opened by the Audit Committee only.”

If the applicable individual wishes to discuss any matter with the Committee, this request should be indicated in the submission. In order to facilitate such a discussion, the applicable individual may include a telephone number at which he or she can be contacted. Any such envelopes received by the Corporation or Other Entities will be forwarded promptly and unopened to the Designated Contact.

Handling of Concerns Raised:

Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions.

Investigations:

The Audit Committee has the authority to:

  • conduct any investigation which it considers appropriate, and has direct access to the external auditor of the Corporation, as well as officers and employees of the Corporation and Other Entities, as applicable; and
  • retain, at the Corporation’s expense, special legal, accounting or such other advisors, consultants or experts it deems necessary in the performance of its duties.

In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the anonymity of the applicable individual.

Records:

The Audit Committee will retain as part of its records any complaints or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports on any ongoing investigation which will include steps taken to satisfactorily address each complaint.

Employee Protection:

All employees are assured that no retaliation of any kind is permitted against the applicable individual for complaints or concerns made in good faith. No employee will be adversely affected because the employee refuses to carry out a directive which, in fact, constitutes corporate fraud, or is a violation of federal or provincial law.

Questions about this Policy:

Questions regarding the policy may be directed to the Chief Executive Officer or the Chairman of the Audit Committee and Designated Contact.

Public Relations

Mulpin is in the process of appointing a Public Relations Officer.

Until this appointment, please direct all Public Relations enquiries to info@mulpin.com.

Investor Relations

Mulpin is in the process of appointing an Investor Relations Officer.

Until this appointment, please direct all Investor Relations enquiries to info@mulpin.com.

Analyst Coverage

The following Research Analysts currently cover Mulpin Research Laboratories Limited:

TBA

Disclaimer: Mulpin Research Laboratories Limited is followed by the analysts listed above. Please note that any opinions, estimates or forecasts made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of Mulpin Research Laboratories Limited or its management. Mulpin Research Laboratories Limited does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

Dividend Policy

The Company will pay dividends from the profit made by the company when prudent. It is the intention to distribute these dividends as fully franked dividends where possible.

Financial Reports

The Company will ensure that in accordance with its duties under the Act, financial information will be made readily available to the Board and its Shareholders. The Company will produce an annual investor report incorporating Profit & Loss, Balance Sheet, Cash Flow and Operations Report in accordance with the International Financial Reporting Standards (IFRS).

Information Requests

Please contact info@mulpin.com for any information requests.

Investor Channel

Mulpin is in the process of appointing a Webcast, Events & Investor Channel Officer.

Until this appointment, please direct all Webcast, Events & Investor Channel enquiries to info@mulpin.com.

IR Overview

Mulpin is in the process of appointing an Investor Relations Officer.

Until this appointment, please direct all Investor Relations enquiries to info@mulpin.com.

Litigation Updates

From 2012, Mulpin will be, primarily building an extensive portfolio of patents, and protecting its innovations. Mulpin is now focused on monetizing those innovations.

MULPIN analyzes the products of potential licensees to determine whether they are infringing specific Mulpin patents. Potential licensees are notified of Mulpin’s findings and offered the opportunity to enter into licensing negotiations. In the event that negotiations fail or a potential licensee refuses to negotiate, Mulpin may commence legal action to protect its intellectual property.

Mulpin intends to sign licensing agreements with leading PCB and electronics companies and will continues to pursue new agreements. Mulpin will notify various other companies of its patent holdings and it’s future ongoing negotiations with a number of them.

Stock Quote

MULPIN is in the process of evaluating listing possibilities.

The stock quote will be provided upon listing.

Share Price

MULPIN is in the process of evaluating listing possibilities.

The share price will be provided upon listing.

Webcasts & Events

Mulpin is in the process of appointing a Webcast, Events & Investor Channel Officer.

Until this appointment, please direct all Webcast, Events & Investor Channel enquiries to info@mulpin.com.

Partner Information

Mulpin is looking for founding investors and partners during the early stages of the Mulpin enterprise startup. We seek technical investors and partners with whom their startup expertise fits well and will facilitate our success. Our investors and partners must have real-world experience across a broad range of in-depth entrepreneurial, managerial, technical, scientific and financial roles. We seek two specific attributes from the talented investors and partners with whom we work.

* First and most importantly their drive and capabaility to help Mulpin succeed. * Second a great understanding of technology, invention, concept, idea or technique.

Our preferred entry point for our investors and partners is now during our business plan development and their primary value added component is injecting extensive and varied startup experience into the Mulpin process before critical mistakes are made and resources wasted.

Our investors and partners:

* Must also have strong industry ties for staffing resources and we emphasize getting as much bang for the buck as possible. * During final development to be our devils advocate and the voice of reason as to what is required for concept validation. * During business plan generation to review, edit, critique and verify. * To help to identify and recruit a viable and compatible management team. * During capital raising to put together focused, non-institution funding sources who have specific technology interests. * During initial growth to support us.

We don’t want our investors or partners to operate as a tradional Venture Capital Fund. We require them to align their interest with those of the Founders by structuring their return through equity. Our normal investment profile will take the form in our belief of a team oriented direct sweat equity combined with proof of concept seed capital.

We do not want to advance the Mulpin project until we are convinced the plan is viable and there is a road map to success. By avoiding large capital fund management and the associates time/performance pressure, the interests must be aligned with the founders, investors and or partners.

If you have an interest in a solid technical approach to a problem with large growth opportunities then we are currently in the process of putting together our plan and we should talk.

Regards

Founders – Mulpin Research Laboratories Limited

info@mulpin.com

FAQ

What will make electronic equipment manufacturers want to use Mulpin?

Mulpin’s many simultaneous advantages such as:

  • The unique technology will reduce the cost of Printed Circuit Board (PCB) manufacturing by up to 50%.
  • With Mulpin Technology only half of the PCB area is needed to achieve the same outcome of ...
  • The Technology has a unique encasement method that enables water, vibration and dust proofing and protection from reverse engineering.
  • It can be used in virtually any electronic application and there are multiple industries, which will see immediate benefit from the introduction of Mulpin such as the military, aviation, aerospace, automotive, medical and the communication industries to name just a few.
  • Eco Friendly – smaller PCB size, greater durability and increased product life, which means less scrap metal at land fills at the end of the product life.

How will the general public benefit from Mulpin?

Mulpin inherently removes harmful electromagnetic fields, and simultaneously increases reliability of all equipment using the concept. This brings peace of mind to the purchasing public.

Is Mulpin environmentally friendly?

Yes because and smaller sealed circuit boards would use less material and lengthen product life.

How are Mulpin PCBs protected from Electromagnetic interference and EMP?

Mulpin’s patented technology stops any such interference from penetrating into the circuit due to its being completely electrically and magnetically screened – like an invisible barrier.

Are Mulpin PCBs totally waterproof?

Yes, because a Mulpin PCB is totally sealed and the circuit cannot be penetrated by liquid.

Are Mulpin PCBs totally dustproof?

Yes, this means that a Mulpin PCB can work in all conditions.

Are Mulpin PCBs vibration proof?

Yes, Mulpin would be extremely effective in aircraft or space craft where vibration can be extremely high.

Would a smaller Mulpin PCB run hotter?

No, because of Mulpin’s unique design it dissipates heat and is cooler running.

Will Mulpin extend the life of a PCB?

Yes, dramatically due to the cooler running of the PCB.

Will Mulpin components increase processing speed.

Yes, due to smaller size there is reduced distance for data to travel between circuits.

If you have a question please CLICK HERE.